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HomeMy WebLinkAbout2017 09 25 Consent 300 Technical Support Services Agreement-Police Department COMMISSION AGENDA Informational Consent X ITEM 300 public Hearings g Regular September 25, 2017 KS JD Regular Meeting City Manager Department REQUEST: Information Services Department requests Commission approve extending the agreement with EOLA Technology Partners, LLC for the period of 10/1/17 thru 09/30/18 for technical support services in the amount of $36,000; approve additional services for general City- wide technical support as needed for same time period not to exceed $9,000; and authorize the City Manager and City Attorney to prepare and execute any and all applicable documents. SYNOPSIS: The City has contracted with EOLA Technology Partners, LLC to provide technical support services for the City's Police Department. Information Services is requesting Commission approve extending the current agreement for the period of 10/1/17 thru 09/30/18 for technical support services in the amount of $36,000; and approve additional services for general City-wide technical support as needed for same time period in an amount not to exceed $9,000; and authorize the City Manager and City Attorney to prepare and execute any and all applicable documents. CONSIDERATIONS: The City solicited quotes from vendors to provide 24/7 technical support for the Police Department as an extension of Information Services. The objective was to find a way to minimize the impact of employee turnover, vacation coverage, and sickness coverage while still providing both remote and onsite technical support services required by the Police Department. Vendor quotes were received as follows: Consent 300 PAGE 1 OF 3-September 25,2017 EOLA Tech Y2K Modis,Inc. Vitil Solutions Inc. 7/10/17-9,'20/17 $9,000.09 $21,003,00 $22,181.25 $27,619.99 Scenario 1(on-site tech 92 hours per week+24/7 on-call) $2,000.09 $6,042,00 $6,199.76 $9,6oam:i Scenario 2(on-site tech 40 hours per week+24/7 on-call) $2,000.09 $,11000,00 $6,392.75 $10,000.99 Si_.A for call-back 15 min 15 min 1 hour 1 min/15 min Sfk for cm-site 1 hour 30 min+drive time 3-4 hcurs 15-30 min Quotes and proposals were reviewed and EOLA Technology Partners ('EOLA') was chosen to provide technical support services for the City's police department. EOLA currently provides technical support to another local City including their police department and they have an established relationship with the Sheriffs Office which is helpful in supporting the various Sheriffs Office software applications used by our police department. In addition, EOLA's technicians have all the required Criminal Justice Information Systems (CJIS) training, certifications, and FBI background checks and are familiar with the systems employed by our police department and Sheriff s Office. Per our agreement, EOLA was to provide technical support services for the City's Police Department for a trial period of 3 months (July thru September). A performance evaluation was to be completed toward the end of the trial period to determine if their services were found to be acceptable and if so, we would have the option of extending the agreement for 1 year beginning October 1st. The evaluation took place in early September . We asked key individuals in the Police Department to provide feedback regarding their satisfaction with EOLA's support services and all feedback was positive. We are requesting Commission approve extending the agreement with EOLA Technology Partners, LLC for the period of 10/1/17 thru 09/30/18 in the amount of $36,000; approve additional services for general City-wide technical support as needed for same time period not to exceed $9,000; and authorize the City Manager and City Attorney to prepare and execute any and all applicable documents. FISCAL IMPACT: The fiscal impact is $36,000 for the base agreement and an additional amount not to exceed $9,000 for additional services if and as needed for a total not to exceed $45,000. This amount is budgeted in Information Services budget for fiscal year 2018. COMMUNICATION EFFORTS: This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney/Staff, and is available on the City's Website, LaserFiche, and the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas/Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at six (6) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested individuals. Consent 300 PAGE 2 OF 3-September 25,2017 RECOMMENDATION: Staff recommends Commission approve extending the agreement with EOLA Technology Partners, LLC for the period of 10/1/17 thru 09/30/18 for technical support services in the amount of $36,000; approve additional services for general City-wide technical support as needed for same time period not to exceed $9,000; and authorize the City Manager and City Attorney to prepare and execute any and all applicable documents. ATTACHMENTS: Managed Services Agreement - 8 pages Consent 300 PAGE 3 OF 3-September 25,2017 MANAGED SERVICES AGREEMENT Cily or Winter Springs State orincorporafionfFortmatiom F1, State orincorp(ir-sti4)ti/Ft)rmfitit)n- Fl, 'Effective Date": Jub 10,2017 —kd 434 %%iriter Springs,H.32708 Customer's Notice Addrc-%,.g; 1126 Fast State —Addrms: 100 F.Central Bl%d.,Suite 3,Orlando,Fl,32801 Exhibit 13(rask Order) Governing Lam: Slate ol'l-T m*w"nuged Scp/ces Agreement(relennmmuw either the~xom,mz^r"v,the"Managed Services xmrecmco/^),dated o,^nocHnuoi~*Date specified above,is made and criwred into bN and ho-ween the Company and[be Customer spceified above. Compan) and Custonicr arc each ,4mictirrics referred w herein inu/.uu*|lyu^a^parn'and un/uu/°has the'mn.cr. mu Agreement von^im,vnhisuxorau ("Coo'r^u ^) together with all u[the Bhibk specified ahme. rois Agreement is not uo`coi"cunICS�and u"mc\ccmodo'both po:ics, |m WITNESS v/mFImm)Lrornnon� and cwmwc,xer,boxgrc m all tunn,00u^Agreement«mz,i°cm"o|n1:mz`.mouu. Signature President 01N Managc� Date Dal� EXHIBIT A GENERAL TERMS AND CONDITIONS 1. Agreement and Exhibits. This Exhibit A. General Terms month, or the maximum rate allowed by applicable law, and Conditions("General Term-and Conditions"),contains the whichever is lower. general terms and conditions governing the relationship between the parties as part of any Services ("Services") as 5. Miscellaneous reguirements. defined in the Task Order ("Task Order") attached hereto as Exhibit B and made a part hereof. 5.1 Direction and SuperNision. All work shall be coordinated under the direction and supervision of the Customer's I.S.D. 2. Term. The term of this Agrccmcnt shall be July 10, 2017 through September 30,2017. The parties may mutually agree 5-2 Hours and work location. The Services shall entail 24/7 to extend the lenn of this Agreement for additional one(1)-year help desk/lechnical supporr for the Customer including holidays terms. Any extension of this Agreement or addendunis hereto and weekends. An on-site technician is required Monday shall be executed by both parties prior to the expiration of the through Friday from 8 a.m.until 5p.m. Holiday and after-hours relevant tent and shall be by written agreement executed by on-call coverage required. Company staff is expected, while both parties hereto. on-site,to work primarily on Customer issues and not on issues of other clients, 3. Termination, The parries hereto may tenninate this Agreement as follows. (I) by 111111URI, kvriticn consent of the 5.3 Drup, Testing, Background Check, and CJIS: Any Parties; (2) by Company, if Customer fails to pay to Company technician assigned to provide an),type of technical support fear any payments under this Agreement when due: (3) by either the Customer's police department must pass a background Part), upon 15 days written notice if the other Party hereto check and drug test at Company's expense,and be(or become) materially breaches any term of this Agreement, and further CJIS (Criminal Justice Information Systems) certified. if not provided that such breaching party shall fail to cure said breach already CJIS certified,CJIS training and testing will need to be within such period; (4) by either Party hereto upon written coordinated through the Winter Springs Police Department. notice to the other Party hereto if a proceeding is brought by the Required CJIS certifications arc-CJIS Security& Awareness" other Party in any court or under supervision of any court- and -CJIS Limited Access". Both certifications must be appointed officer under any federal or state bankruptcy, renewed every 2 years. reorganization rearrangernent, insolvency or debt readjustment law. or if any such proceedings are instituted against the other 5.4 Knowledge and Experience Requirements. Company Party and it tails to obtain dismissal of such proceeding within technician provided to the Customer shall possess a working 30 days after the saute has been instituted;or(5)by either Party. knowledge of Windows Server 2008,2012,2016,avid Windows with or without cause. upon 10 days' written notice of intent to 7, Windows 8.1, and Windows 10 environments, terminate to the other Party. � �.S Regardless of the ticket i ng/hel pdcsk system used, access to Termination or expiration of this Agreement shall not release all knowledge and data created, discovered, documented, and any party hereto from any liability which has as of the date or per-for-niance metrics contained thercut shall be made available such termination or expiration already accrued to the other party to or accessible by Customer ISD. Upon contract termination or hereto, nor affect in -,in), way the survival of any right, duty or expiration. Company shall provide all knowledge and obligation of either party hereto which is expressly stated information acquired during the engagement, to the Cusionter elsewhere in the Agreement to survive such termination or ISI). 'The intbm)ation must not be in a proprietary fonnat that expiration hereof. is accessible only by the Company. fhe provisions of this Section and of the Sections entitled 6. Installation. To the extent that any products or materials Warranties, Indemnification, Limitation of Liability, Non- are to be installed by Company, Company shall install such solicitation and F.qUitable Relief shall survive any termination products or materials as specified it) this Agreement or as or expiration of this Agreement. directed by the appropriate Custorricr staff. Installation dates are estimates only. Customer shall be responsible for 4. Compensation. Customer shall compensate Company for preparation and maintenance of'the site for such installation, the Services in accordance with the teens and payment schedule including. but not limited to, providing necessary electrical set forth on the Task Order attached hereto as Fxhibii. "B." power and COMM Lin ica Lion lines and proper air conditioning and Customer shall make payments to Company in accordance with humidity control. such payment schedule and within thirty(301 days after receipt of an invoice. provided that the invoice reflects the appropriate 7. Warranties, aITIOUnt for payment and detail for Services performed or prc- 7.1 Cornpany hereby warrants that the Services provided and approved expenses incurred. Late payments shall accrue an) products or materials installed by Company shall be interest at the rate of one and one-half percent ().511/6) per performed or installed by Company in a workmanlike manner. consistent with generally prevailing industry standards, and in 2 compliance with the requircmenis of this Agreement. Company warrants unto Customer that it has sufficient experience to 8. Indemnification. If the Services or any of the products or properly complete the Services specified in this Agreement. materials manufactured or created by Company are proven to Company shall comply with all laws, ordinances and rules in infringe a third party's trademark, patent, copyright or other performing the Services. intellectual property right, or Company determines that any of' the Services or such products or materials shall infringe such 7.2 COMPANY MAKES NO 'WARRANTIES OF ANY rights,or Customer is enjoined from using any of such products KIND, EXPRESSED OR IMPLIED ON ITS OWN or materials,or any part of saute,then Company,at Company's REGARDING THE FUNCTIONALITY OF HARDWARE expense and sole option, shall (1) replace such infringing OR SOVIAVARE, BUT INSTEAD RELIES ON THE Services, products or materials with non-infringing, equivalent WARRANTIES PROVIDED BYTHFIMANUFACTURF11 and conforn-iing services,products or maierials,(2)modify such OF EACH SUCH PRODUCT. infringing Services, products or materials, so such Services, products or materials become non-infringing. but continue to 7.3 EXCEPT AS STATED IN THIS AGREEMENT, provide the same type and quality of performance and services. COMPANY DOES NOT MAKE, AN 1) 1 IF REBY or (3) procure the right for Customer to continue using such DISCLAIMS, ALI.EXPRESS OR IMPI-IfJ)WARRANTIES, infringing Services, products or materials. This Section shall INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF not apply to any products or materials manufactured or created MERCHANTABILITY, FITNESS FOR A PARTICULAR by any third party or manufactured or created by Company to PURPOSE, NONINFRINCjE10ENT. INTEROPERABILITY, Customer's design or specifications. This Section shall also not AND TITLE,AND ANY WARRANTIES ARISING FROM A apply to the extent the claim of infringement is caused by COURSE OF DEALING, USAGE OR TRADE PRACTICE. Customer's intentional misuse, abuse or modification of any COMPANY DOES NOT MAKI3, AND HEREBY products or materials, Customer's failure to use corrections or DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIFS. enhancements made available by Company,or Customer's use AGAINST THIRD PARTY INTER R U 11 FI ON OR of such products or materials in combination with any INTERFEIRENCE. WITH DATA OR Nf'---IWORKS. ALL attachments, features or devices not supplied or approved by WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, Company. This Section states the entire liability of Company AND INTENDED SOLELY FOR THE BENEFIT OF and the exclusivc remedy of'Customer for infringements by CUSTOMER, AND DO NOT EXT17ND TO ANY THIRD Services or any products or materials. PARTY. NOTWIT H STAN DING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER ACKNOWLEDGES For all Services performed under this Agreement- Company THAT COMPANY SHALL 13EAR NO RESPONSIBILITY agrees to the fullest extent permitted by law, to indemnify and FOR ]'HE PERFORMANCE. REPAIR OR WARRANTY OF hold harmless Customer and its employees, officers. and ANY OF CUSTOMER'S SOFTWARE OR HARDWARE attorneys against all claims, losses, damages, personal injuries PRODUCTS UNLESS OTHERWISE SIFT FORTH HEREIN, (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from 7.4 All warranties set forth in this Agreement shall be null and the negligent acts, errors, emissions, intentional or otherwise, void if the products or materials manufactured or created by arising out of or resulting from Company's performance of any Company arc: (1) altered, modified or repaired by persons Services provided under this Agreement. other than Company or persons approved by Company, including, -without limitation, the installation of any The indemnification provided above shall obligate Company to attachments, features or devices not supplied or approved by defend at its own expense or to provide for such defense,at the Company; (2) misused, abused or not operated 'in accordance option of Customer of all claims of liability and all suits and with specifications of Company or the manufacturers or actions of every name and description that may be brought creators of the products or materials by persons other than against Cusiomcr or its employees, officers, and attorneys Company or persons approved by Con)pany;or(3)subjected to which may result frorn the Services under this Agreement improper site preparation or maintenance by persons other than whether the Services are performed by the Company or anyone Company or persons approved by Company. Company shall directly or indirectly employed by it. In all events Customer not be responsible for any malfunction, nonperformance or shall be permitted to choose legal counsel of its sole choice,the degradation of perfor-rivance of any products or materials fees for which shall be reasonable and subject to and included manufactured or created by Company caused by or resulting with ibis inclefinnificalion. This paragraph shall survive directly or indirectly from installation by Customer, any termination of this A-rcement. alteration, modification or repair that -vas not made by Company or persons approved by Company or any causes 9. Insurance external to such product,,;or materials, such as, but not limited to, power failures and surges. Customer shall comply at all 9.1 Worker's Compensation. Upon the etTectivc date ofthis finies with all applicable specifications, laws, reJ41,113601)s and Agreement, Company shall provide proof of worker's ordinances relating to its use of such products or materials. To compensation insurance. The insurance shall have minimum the extent that such products or materials are manufactured Or limits of coverage of$1,000,000.00 aggregate and'-500.000,00 created by any third party, the warranties related to such per OCCUrrCrCe. products or materials come solely and exclusively from such third party. 3 9.2 Professional Liability/Malpractice And General STATI-iTES,TO'1'11E('OMPANV'SDII'T'l"l'OPROk-'IDE Liability. Upon the effective date of this Agreement,Company PUBLIC RECORDS RELATING TO THIS .insurance to cover claims CONTACT THE CUSTODIAN OF shall submit proof'ofgeneral liability i AGREEMENT, for professional liabilily/inalpracticc(if applicable)and general PUBLIC RECORDS, THE CUSTOMER CLERK, AT liability because of bodily injury or death of any person or (407) 327-5955, property damage arising out of this Agreement or any Services ll.W I I IN k 01 P W, I \11.X I a\\I\ I I loPRIVII, provided. The insurance shall have minimum Iii-nits of I .I)KC', 1126 EAST STATE—ROAD 434,FI,ORIDA32708. coverage of $1,000,000.00 aggregate and S500,000.00 per occurrence. Company is required to and agrees io comply with public records laws. Company shall keep and maintain all public 9.3 This paragraph shall apply to Sections 9.1 and 9.2. The records required by the Customer to perform the services as insurance required by this Article shall include the liability and agreed to herein. Company shall provide the Customer, upon coverage provided, or as required by law, whichever request from the Cusiorner Clerk, copies of the requested requirements affiord greater coverage. All of the policies of records or allow the records to be inspected or copied within a insurance so required to be purchased and maintained for the reasonable time at a cost that does not exceed the cost provided certificates(or other evidence thereof)shall contain a provision by law. Company shall ensure that public records that are or endorsement that the coverage afforded will not be canceled, exempt or confidential and exempt from public records materially'chan-ccl or renewal refused until at least thirty (30) disclosure requirements are not disclosed except as authorized days' prior written notice has been given to Customer and by law for the duration of the Agreement term. Upon Company by certified mail, return receipt requested. All such completion of the Agreement. Company shall transfer to the insurance shall remain in effect throughout the full terns ofillis Customer, at no cost, all public records in possession of the Agreement, and any extensions thereof. Unless agreed to by Company, provided the transfer is requested in writing by the Customer to the contrary, Customer shall be narned on the Customer Clerk. Upon such transfer, Company shall destroy insurance policies as "additional Insured," except for any duplicate public records that are exempt or confidential and professional liability malpractice coverage. Company shall exempt from public reeords disclosure requirements. However, cause its insurance carrier-, to furnish insurance certificates if the Customer Clerk does not request that the public records specifying the types and amounts of coverage in effect, the be transferred, the Company shall continue to keep and expiration dates of such policies, and a statement that no maintain the public records upon completion of the Agreement insurance under such policies will he canceled -%vithout thirty and shall meet all applicable requirements for retainini, public (30)days'prior written notice to Customer In compliance with records. All records stored electronically must be provided to other provisions of this Agreement, For all Services performed the Customer, upon request front the Customer Clerk, in a under this Agreement, Company shall continuously maintain formal that is compatible Nviih the information technology SUCII insurance in the amounts,type, and quality as required by systems of the Customer. Should the Customer not possess Sections 9.1, 9.2, and 9.3. If Company fails to maintain said public records relating to this Agreement which are requested insurance. Customer, at its option, may elect to terminate this to be inspected or copied by the Customer or any other person, Agreement by written notice to Company. the Customer shall immediately notify Company of the request and the Company shall [lien provide such records to the M Public Records, Pursuant to Section 119.0701, Florida Customer or allow the records to be inspected or copied within Statutes and other applicable public records laws, Company a reasonable time, If the Company does not comply with a aurces that any records, documents, transactions, kyntings, public records request. the Customer may enforce this Section papers, letters, computerized information arid programs, maps. to the ex1cmt permitted by law. Company acknowledges that if books,audio or video tapes,films,photographs,data processing the Company does not provide the public records to the soilware, writings or other inatcrial(s), regardless of the Customer within a reasonable time, the Company may be physical Form. characteristics, or means of transmission, of subject to penalties under Section 1 19.10.Florida SMUICS. The Company related,directly or indirectly,to the services provided Company acknowledges that if a civil action is filed against the to the Customer under this Agreement and made or received Company to compel production of public records relating to this pursuant to law or ordinance or in connection with the Agreement, the court may assess and award against Company transaction of official business by the Customer, may be the reasonable costs of enforcement, including reasonable deemed to be a public record, whether in the possession or attorney fees. All public records in connection \viih this control of' the Customer or the Company. Said records, Agreement shall, at any and all reasonable times during the clocurnenis,transactions.writings,papers,letters,computerized normal WilleSS hours of the Company, be open and freely information and programs, maps, books, audio or video tapes, exhibited to the Customer for the purpose of examination,audit. films,photographs,data processing sofiware, writings or other or otherwise. Failure by Company to grant such public access inaterial(s), regardless of the physical form. characterislics, or and comply with public records laws and/or rcquest, shall be means of transmission of Company are subject to the provisions "round,., for immediate unilateral cancellation of this of Chapter 119, Florida Statutes, and may not he destroyed Agreement by the Customer upon delivery of a written notice without the specific written approval of the Customer's of cancellation. If the Company fails to comply with this designated custodian of puhlic records. Section, and the Customer must enforce this Section, or (lie Customer suffers a third party award of attorney's fees and/or IF THE COMPANY HAS QUESTION'S REGARDING damages for violating Chapter 119, Florida Statutes, due to TIIE APPLICATION OF CHAPTER 119, FLORIDA Company's failure to comply with this Section, the Customer 4 shall collect from Company prevailing party attorney`s fees and anticipated duration of tile delay) within ten (10) days of the costs,and any damages incurred by the Customer, for enforcing occurrence of Force Majeure event. this Section against Company. And,if applicable,the Customer shall also be entitled to reimbursement of all attorneys' fees and 16. Modification or Waiver. The panics hereto may, by damages which the Customer had to pay a third party because mutual agreement,amend any provision of this Agreenieni,and of the Company's failure to comply with this Section. The any part), hereto may grant consent or waive any right to which terms and conditions set forth in this Section shall survive the it is entitled under this Agreement, provided that each such tennination of this Agreement. amendment, consent or waiver shall be in writing. No failure or delay by either party in exercising any right,power or remedy 11. Non-Solicitation. During the tern' of any Service with respect to any of its rights hereunder shall operate as a Agreement,and for a period of 12 months thereafter.each Party waiver thereof. agrees not to, directly or indirectly, solicit, recruit or employ any employee of either Pany without the prior written consent 17. Promotion. Company may, in its public advertising and of the other. promotional materials. reference Customer and the services provided to Customer, subject to Customer's prior approval of 12. Notices. All notices, demands and conimunications said promotional materials. which approval shall not be required or permitted in connection with this Agreement shall unreasonably withheld, be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed. by registered or 18. Governing Law. certified mail, postage prepaid, return receipt requested, or b) This Agreement shall be construed and enforced in accordance overnight courier, the receipt of which is confinned, addressed with the laws of the State of Florida. The panics further agree to the party hereto at the address set forth on the Cover Page of that in any dispute between them relating to this Agreement, this Agreement (or such other address for a party as shall exclusive jurisdiction shall be in the courts located in Seminole hereafter be specified by like notice). Either party hereto may County, Florida for any state court action and Orlando, Florida from time to time change its notification address by giving the for any federal court action,any objections as to jurisdiction or other party hereto prior written notice of the new address and venue in Such COUOS being expressly waived. the effective date thereof. 19. Severabilitv. In the event that any provision of this 13. Relationship of the Parties. Company is an independent Agreement, or any word, phrase, clause, scrucrice or other contractor of Customer. Neither Party shall be the employee or provision thereof,should be held to be unenforceable or invalid agent of the other. Regarding all Services performed, it is for any reason, Such provision or portion thereof shall be specifically understood and agreed between the parties that the inodified or deleted in such a manner so as to make this contractual relationship between Customer and Company is Agreement as modified legal and enforceable to the fullest such that Company is an independent contractor and not an extent permitted Linder applicable laws. agent or employee of Customer, Nothing in this Agreement shall be interpreted to establish any relationship,oilier than that 20. Travel time and expenses. The Customer shall not pay; of an independent contractor.between Customer and Company, Company for travel_tune food/lodging,or mileage expenses for during or after performing the Services. Company shall be Company employees. solely responsible for providing the Services authorized pursuant to this Agreement. 21. Entire Agreement. This Agreement and any attachments thereto constitute the entire agreement between the panics with 14. Successors and Assigns This Agreement shall benefit and respect to the subject matter hereof and supersedes all prior be binding upon the parties hereto and their respective agrecillerils, purchase orders, understandings and negotiations, successor-,and assigns. Unless otherwise specifically required whether oral or written,between the parties with respect to such by this,Agreement,Company shall not assign,sublet,or transfer suhlec( matter, any rights or Service- under or interest in this Agreement without the written consent of Customer, except if an), 22. Counterparts. This Agreenricni may be executed in assignment, sublet,or transfer is mandated by law or the effect multiple counterparts, each of which shall be deemed to be an of this limitation may be restricted by law, Unless specifically original, but all of which shall constitute one and the same stated to the contrary in any written consent to any assignment, instrument. no assi-ninew will release or discharge the assignor from any duty or responsibility under this Agreement. Further,Company 23, Sovereign I im m.unity, The Customer intends to avail itself shall subcontract no portion or all portions of the Services of the benefits of Section 768,28, Florida Statutes and any other without the written consent of Customer statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any ciflier 15. Force LVLajeure. Any delay or failure of a Party to perfonn provision of this Agreement shall be construed as a waiver of its obligations will be excused if and to the extent that it was the Customer's right to sovereign immunity under Section caused by an event Or Occurrence beyond such Party's 768.29, Florida Statutes, or other limitations imposed on the reasonable control and without its fault or negligence ("Force Customer's potential liability under state or federal Majeurc"). A party claiming Force MaJeure must provide the law, Company agrees that Customer shall not be liable Linder other Party with written notice of such delay (including the this At, ,recincril for punitive darnages or interest for the period 5 before judgment. Further.Customer shall not he liahlc for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars($200.000.00).or any clairn or judgment. or portion thereof. which, when totaled with all other claims or judgments paid by the State or its agencies and suhdivisions arising out of the same incident or oceurrence, excecds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party For the purpose ofallowing any claim which would other%viqe be barred under ihe doctrine of sovereign immunity or by operation of law. 'Pli", paragraph shall survive tennination of this Agreement. IRcinuinder QIpuge inlenlionall.1,Blank/ 6 EXHIB1DR Task Order#1 This Task 0rder#| serves to outline the scope of work between Ev|mTechnology Partners, LLC (^Compooy~) and City o[Winter Springs('`C",`mmer-)pursuant to the`cnu/and conditions vf[lie Managed Services Agreement(the'A8recmm'`)between Company and Customer effective on JNf \0.%U17 Thi`7mk Order further defines (he expectations and commim,cou ho/wccn Com,onN and Cvmnour form specific managed services 000nvpmcnt. as »m forth below. ron`rumy ,huU provide the following Sr,vioo, as set Korth below (collectively, the 'Bzmiucul in accordance with the timeline, i(any. set for-thhcrvin. All dofinedtcnusused in this Task Order and not otherwise defined herein will have the sxmc meaning asin the Agreement. In the event the tenris and conditions stated within this addendum conflict with the terms and conditions stated within the Agncvm°n'.the tenn,and conditions stated within the Agreement shall have precedence over thewnm, and conditions stated in this addendum. iod/Tirneline The I nitial Term shal I be from July 10. 2017 thrOU11 I September 30.2017 Services Co, red(-S�rices-) M IT services for the Police Depantmeni Services Covered * Monitoring, problem identificafion, notification and repair of problems with I computer equipment and systems * Installation, setup and upgrades of hardware and software * Audit and document 11" infrastructure Services to specificLily be pEovided • All work, shall be conducted under the general direction of'the Customer's Information Services Deparlinent, • Company shall provide 24f7 helpciesk/technical support including niahis weekends. and holidays for afl hardware (including connected peripherals) and sof1ware used by Winter Springs Police Department including deplOYMCM, testing,upgrades, patching, imaging, problem identification and resolution, moniioring, inanagerneril. maintenance, and inventory, Company must also support other devices that may not be directly connected to computers such as security cameras, stand-alone copiers. scanners, f'ax machines, multi-function devices; support includes contacting other vendors • Company shall provide I on-site technician Monday thru Friday during normai business hours (8ani to 5prn) July [0, 2017 through September 30, 201 T On-siie technician will not be needed on Labor Day.September 4,20 17 but on-call support will still be required. The hour,.; required for an on-site technician during normal business hours may be reduced after the trial period and will bc determined in the evalualion in inic! September. • Company shall support Apple, Android.and Windows based mobile devices. • Company shall be responsible for setup,testing.and tear-down of"Emergency • Company, in cooperation with Customer's lufomiatioii Services Director ("ISD"), shall be responsible for handling CJIS and FBI audits (preparation and audit) including pre and pos(-audii work necessary to 6ring Police Department into compliance. Company shall openiescalate tickets with CLJS10111Cr ISD oil issues that are The i LS�2o�sibilky of the Customer ISD to resolvL. ••Company shall open/escilate tickets with Seminole County Sherritrs Office (SCSO)helpdesk when necessary and shall coordinale!manage the issue until il has been resolved. • Company shall contact Customer ISD regarding any issues that are beyond general, every-day help-desk type support issues. Company shall also participate in weekly conference calls with Customer ISD to discuss any issues,escalated work orders,review Company performance, provide project I updates, and discuss areas of opportunity for improvement. • 'connectivity io SCSO FIDLE,and Customer of Winter Springs networks 41( an issue is determined to be infrastructure or network-related, Company 'shall immediately escalate the issue to/notify Customer I.S.D. staff(or SCSO helpdcsk if warranted}and further resolution shall be coordinated with and through the Customer. Fees/Pricing The fees/pricing for Services during the initial term shall be as follows: • July 10,2017—July 31,2017: $2,000.00(Two Thousand Dollars and 00/[00) • August 1, 2017 — August 3I, 2017: $3,000.00 (Three Thousand Dollars and 00/100) • September 1,2017 September 30,2017:$3,000,00(Fhrec Thousand Dollars and 00!100) Payment Terms and Schedule Payment for all invoices are net 30 days from the date of the invoice to avoid Fare charges. Customer will pay interest at the rate of one and a half(1.5)percent per month or the legally permissible rate, if lower,on all unpaid,overdue invoices, lRenictinder q0tage ipaenfiomd6;blankl ii